Announcement of dividend reinvestment price and confirmation of finalisation information
DividendNot material
In brief
Shareholders electing the dividend reinvestment alternative for the interim gross dividend of 44.92107 cents per share will receive shares at 1310 cents per share. The election closes on 13 November 2026.
The announcement
Announcement of dividend reinvestment price and confirmation of finalisation information SPEAR REIT LIMITED (Incorporated in the Republic of South Africa) (Registration number: 2015/407237/06) Share code: SEA ISIN: ZAE000228995 LEI: 378900F76170CCB33C50 Approved as a REIT by the JSE (“Spear” or “the Company”) ANNOUNCEMENT OF DIVIDEND REINVESTMENT PRICE AND CONFIRMATION OF FINALISATION INFORMATION 1. DIVIDEND REINVESTMENT PRICE We refer to the announcement published on SENS on Thursday, 22 October 2026 (“Declaration Announcement”) declaring a gross interim dividend of 44.92107 cents per share (“Cash Dividend”) from income reserves in respect of the six months ended 31 August 2026, payable to shareholders registered as such at the close of business on Friday, 13 November 2026 (“Record Date”), with an election to reinvest the Cash Dividend, in return for Spear ordinary shares (“Shares”) (“Dividend Reinvestment Alternative”) as further detailed in the circular to shareholders, issued on Thursday, 22 October 2026 (“Circular”). Copies of the Circular are available at the Company’s registered office and from the offices of the Company’s Sponsor, PSG Capital, or electronic copies can be requested for viewing by emailing the Company Secretary at monika@spearprop.co.za, during normal business hours from Thursday, 22 October 2026 until Friday, 13 November 2026 and on the Company’s website at www.spearprop.co.za. Shareholders are advised that the price per Share, as determined on Monday, 2 November 2026 (“Finalisation Date”), applicable to shareholders electing the Dividend Reinvestment Alternative and recorded in the register on the Record Date, is 1310 cents per Share (“Reinvestment Price”). The Reinvestment Price represents a 2.09% discount to the 5-day volume weighted average traded price (excluding the Cash Dividend) on Friday, 30 October 2026. The ratio in respect of the Dividend Reinvestment Alternative is 3.42909 Shares for every 100 Shares held on the Record Date by South African resident shareholders exempt from dividend withholding tax and 2.74327 Shares for every 100 Shares held on the Record Date by non-resident shareholders subject to dividend withholding tax at 20%. By electing the Dividend Reinvestment Alternative, shareholders will be able to increase their shareholding in Spear without incurring dealing costs. In turn, and in line with Spear’s stated strategy to reduce its loan- to-value (“LTV”), the reinvested funds will be deployed to reduce existing debt. Fractions Trading in the electronic Strate environment does not permit fractions and fractional entitlements in respect of Shares. Accordingly, should a shareholder’s reinvestment in new Shares, calculated in accordance with the ratio set out above, give rise to a fraction of a new Share, such fraction will be rounded down to the nearest whole number, resulting in the allocation of whole Shares and a payment to the shareholder in respect of the remaining cash amount due to that shareholder under the dividend. Certificated shareholders whose bank account details are not held by the Transfer Secretaries, are requested to provide such details to the Transfer Secretaries to enable payment of the fraction due to the shareholder in respect of the Dividend Reinvestment Alternative. Should no details be on record, the funds will be held by the Company until such time as the details have been provided and the cash fraction will be paid to the shareholder upon its request. Where a shareholder’s entitlement to the Shares in relation to the Dividend Reinvestment Alternative, calculated with reference to the above share ratio, gives rise to an entitlement to a fraction of a new Share, the number of Shares to be issued will be rounded down to the nearest whole number, with the cash balance of the dividend being retained by the shareholder. 2. SALIENT DATES Please see below the salient dates and times relating to the Cash Dividend and Dividend Reinvestment Alternative, as disclosed in the Declaration Announcement and Circular (which remain unchanged): SALIENT DATES AND TIMES 2026 Declaration Date Thursday, 22 October Circular and form of election posted to shareholders Thursday, 22 October Finalisation announcement containing the Dividend Reinvestment Alternative issue price, ratio and finalisation information on SENS, by Monday, 2 November 11:00 Last day to trade cum Dividend Reinvestment Alternative and Cash Tuesday, 10 November Dividend (“LDT”) Trading commences ex Dividend Reinvestment Alternative and Cash Wednesday, 11 November Dividend Record Date Friday, 13 November Listing of maximum possible number of Shares to be issued under the Friday, 13 November Dividend Reinvestment Alternative Offer closes. Last day to elect to receive the Dividend Reinvestment Friday, 13 November Alternative by 12:00 on Electronic payment and CSDP/broker accounts updated in respect of Monday, 16 November Cash Dividend on Announcement of the results of the Dividend Reinvestment Alternative Monday, 16 November and Cash Dividend on SENS Share certificates posted and CSDP/broker accounts updated in Wednesday, 18 November respect of the Dividend Reinvestment Alternative on Adjustment of number of new Shares listed on or about Friday, 20 November Notes: 1. Shareholders electing the Dividend Reinvestment Alternative should note that settlement of the Shares will occur three business days after the Record Date, which differs from the conventional one business day after the record date settlement process. 2. Shares may not be dematerialised or rematerialised between Wednesday, 11 November 2026 and Friday, 13 November 2026, both days inclusive. 3. The above dates and times are subject to change. Any changes will be announced on SENS. 4. All times quoted in this announcement are South African times. 3. OTHER INFORMATION The Cash Dividend amount, net of South African dividend withholding tax of 20%, is 35.93686 cents per Share for those shareholders who are not exempt from dividend withholding tax or are not entitled to a reduced rate in terms of the applicable double-tax agreement. The number of ordinary shares in issue at the Declaration Date is 517 589 651 and the income tax number of the Company is 9068437236. 4. TAX IMPLICATIONS In accordance with Spear’s status as a Real Estate Investment Trust (“REIT”), shareholders are advised that the dividend meets the requirements of a “qualifying distribution” for the purposes of section 25BB of the Income Tax Act, No. 58 of 1962, as amended (“Income Tax Act”). South African tax residents Qualifying distributions received by shareholders who are South African tax residents must be included in the gross income of such shareholders (as a non-exempt dividend in terms of section 10(1)(k)(i)(aa) of the Income Tax Act), with the effect that the qualifying distribution is taxable as income in the hands of the shareholder. Given the fact that the qualifying distributions are taxable they are exempt from dividend withholding tax (“DWT”) in terms of section 64F(1)(l) of the Income Tax Act. Non-resident shareholders Qualifying distributions received by non-resident shareholders will not be taxable as income and will instead be treated as ordinary dividends which are exempt in terms of the usual dividend exemptions per section 10(1)(k)(i)(aa) of the Income Tax Act. Any qualifying distribution received by a non-resident from a REIT will be subject to DWT at a rate of 20% in terms of section 64D of the Income Tax Act, unless the rate is reduced in terms of any applicable agreement for the avoidance of double taxation (“DTA”) between South Africa and the country of residence of the shareholder. Assuming DWT will be withheld at a rate of 20%, the net amount due to non-resident shareholders will be 35.93686 cents per Share. A reduced DWT rate in terms of the applicable DTA, may only be relied on if the non-resident shareholder has provided the following forms to their CSDP or broker, as the case may be, in respect of the uncertificated Shares, or to the Transfer Secretaries, in respect of certificated Shares (as detailed in the Circular): a) a declaration that the dividend is subject to a reduced rate as a result of the application of a DTA; and b) a written undertaking to inform their CSDP, broker or the Transfer Secretaries, as the case may be, should the circumstances affecting the reduced rate change or the beneficial owner ceases to be the beneficial owner, both in the form prescribed by SARS. Non-resident shareholders are advised to contact their CSDP or broker or the Transfer Secretaries, as the case may be, to arrange for the abovementioned documents to be submitted (as detailed in the Circular) prior to payment of the distribution if such documents have not already been submitted, if applicable. Example of impact of DWT on shareholders The impact of DWT on shareholders has been illustrated by way of the example below: South African Non-resident resident shareholder subject shareholders to DWT at 20% exempt from DWT Dividend per Share (cents) 44.92107 44.92107 DWT per Share (cents) - (8.98421) Total net Cash Dividend per Share (cents) 44.92107 35.93686 Reinvestment Price per Share (cents) 1310 1310 Assuming a shareholding of 100 Shares Total Cash Dividend entitlement amount (cents) 4,492.11 3,593.69 Total entitlement divided by Reinvestment Price 3.42909 2.74327 Number of Shares issued¹ 3 2.00 Fractional entitlement paid in cash (cents) 562.1070 973.6856 Notes: 1. Rounded down to exclude fractional entitlement. Due to the fact that the Cash Dividend or Dividend Reinvestment Alternative may have tax implications for resident and non-resident shareholders, shareholders are encouraged to consult their professional advisors should they be in any doubt as to the appropriate action to take. The summary above does not constitute tax advice as the Cash Dividend may also be treated differently in the country of residence of the shareholder. 5. FOREIGN SHAREHOLDERS Shareholders that are registered in a jurisdiction outside of South Africa, or who are resident, domiciled or located in, or who are citizens of, a jurisdiction other than South Africa (“Foreign Shareholders”) should note that the distribution of the Circular and/or accompanying documents and the right to elect the Dividend Reinvestment Alternative in jurisdictions other than South Africa may be restricted by law and a failure to comply with any of these restrictions may constitute a violation of the securities laws of any such jurisdictions. The Shares have not been and will not be registered for the purposes of the Dividend Reinvestment Alternative under the securities laws of the United Kingdom, European Economic Area or EEA, Canada, United States of America, Japan or Australia and accordingly are not being offered, sold, taken up, re-sold or delivered directly or indirectly to recipients with registered addresses in such jurisdictions, unless certain exemptions from those jurisdictions are applicable. In addition, the right to the Dividend Reinvestment Alternative is not being offered, directly or indirectly, in any jurisdictions where such reinvestment is restricted by law. Foreign Shareholders should consult their own professional advisors to determine whether any governmental or other consents are required or other formalities need to be observed to allow them to take up the Dividend Reinvestment Alternative. To the extent that Foreign Shareholders are not entitled to take up the Dividend Reinvestment Alternative, as a result of the aforementioned restrictions, such Foreign Shareholders should not elect the Dividend Reinvestment Alternative. Cape Town 2 November 2026 Sponsor PSG Capital Date: 02/11/2026 11:00:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct, indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on, information disseminated through SENS.